Terms and Conditions for Morphais AI-driven Data Analytics Platform
SECTION 1 – Introduction
1. Operational Framework
1.1. Morphais is an AI-driven data analytics platform that gathers information from users, clients, public and private databases.
1.2. Morphais employs data analysts who contribute to the accuracy of the platform.
1.3. While we strive for data accuracy, Morphais cannot guarantee the correctness or completeness of data at any given moment.
2. Our Services
2.1. The articles under SECTION 2 – GENERAL TERMS apply to you if you use any of our Services.
2.2. You must create an account to use our platform, with options for free and premium accounts.
2.3. For some Services it is required that you enter into an additional agreement with us. Any agreement between you and Morphais (including the API Agreement) is referred to as an Additional Agreement.
2.4. If you have entered into an Additional Agreement to use our Services, and any inconsistency between these Terms and the Additional Agreement occurs, the Additional Agreement prevails.
3. Disclaimer and Usage Limitations
3.1. Morphais does not provide investment or business advice, and usage of our data is at your own risk.
3.2. Morphais is not liable for any revenue loss or other damages arising from data inaccuracies.
3.3. Data may be used for personal and / or internal business purposes. However, you may not in any way commercialize, share, copy, extract, or sub-license any of the data whether the data is shown on the Platform, obtained through the API or obtained or viewed in any other way.
4. Miscellaneous
4.1. Any proposal or offer made by us to you is non-binding, unless expressly agreed otherwise.
4.2. Morphais relies on provided information to formulate offers and reserves the right to adjust terms accordingly.
4.4. Morphais shell execute its Services to the best of its knowledge and abilities and according to the requirements of professional practice.
4.5. Changes to services will be negotiated and agreed upon in writing.
4.6. These terms apply unless specified otherwise in Additional Agreements.
SECTION 2 – General Terms
5. Personal Data Handling
5.1. The Platform hosts information about individuals and entities in the startup ecosystem, including personal data. Morphais has reviewed the personal data it handles through the Platform and confirms that all data processing activities, from collection to provision, comply with the EU General Data Protection Regulation (GDPR). For additional information on the legal grounds for our data processing and your rights as a data subject, please refer to our Privacy Policy and Legitimate Interest Statement available on our website.
5.2. When utilizing the Platform or API, you agree to responsibly handle any personal data in line with the principles outlined in section 5.1 and in accordance with applicable laws and the GDPR. You are solely accountable for assessing the legality, necessity, and GDPR compliance of any data processing activities you engage in. The limitations on processing personal data may vary among users, and you bear exclusive responsibility for any unauthorized processing and the safeguarding of personal data. Nothing in these Terms or any Additional Agreement relinquishes or restricts this accountability. Dealroom.co will assist with any queries about your intended data processing activities under your license. Should you export or publish any personal data sourced from the Platform or API, you must comply with GDPR rules for any requests from data subjects to modify or remove their data. Report any data security issues, including potential breaches, to Morphais immediately if they involve data obtained from the Platform or API.
5.3. Upon the termination of your data use license, you are required to erase all personal data acquired through the Platform or API. If the data has been used within your organization, ensure its deletion there as well. You must send proof of the deletion to Morphais.
6. Pricing and Payment
6.1. Prices exclude taxes and other possible expenses.
6.2. Prices are subject to change, applicable upon announcement.
6.3. Disagreements with pricing changes can lead to service cancellation within 30 days of announcement.
7. Payment and Collection
7.1. Payments are required upfront. An invoice for the upcoming year will be issued to you, with a 30-day payment term from the date of the invoice, unless specified differently in the Additional Agreement.
7.2. Should a payment be overdue, you will be considered in default automatically, without the need for a formal default notice.
7.3. All payments are final and not subject to refunds.
7.4. Filing complaints about our Services does not absolve you from fulfilling your payment obligations.
7.5. In the event of payment default:
- we reserve the right to levy statutory (commercial) interest, accruing from the due date until the outstanding amount is settled;
- we may suspend or terminate your account, restrict access to the API, and discontinue the Additional Agreement;
- we may impose any extrajudicial costs incurred.
8. Termination
8.1. An Additional Agreement cannot be terminated within its contract term unless explicitly permitted in the Agreement itself. The duration of the contract is detailed within the Additional Agreement.
8.2. You may close your account on our Platform at any time, which will render it inaccessible to you thereafter.
8.3. Closing your account will result in the following consequences, unless otherwise mutually agreed upon in writing:
- Access to your account will be revoked, and your account information will be deleted.
- You must erase all personal data acquired from our Platform or API as per article 5.3.
- Any content you've contributed to the Platform will remain a part of the Platform.
- Our license to your contributed content, as described in article 19.2, will continue to be effective.
- Six months post-termination, your license to utilize our data expires. Subsequent to this, you are prohibited from publishing based on the data.
- Any Additional Agreement with us remains valid; articles 3, 5, 8, 9, 13, 14, 15, and 18 continue to be applicable to you.
8.4. For premium or other paid accounts, the following additional effects apply upon termination, unless a different agreement is reached in writing:
- You are responsible for fulfilling any outstanding payments.
- Payments due during the contract term of the Additional Agreement will remain payable and are not subject to cancellation or suspension.
- No refunds or compensations will be issued if you terminate your account before the end date of the Additional Agreement.
8.5. After account termination, any data you have collected remains subject to these Terms, specifically articles 5, 15, and 18.
9. Non-Competition
9.1. Users agree not to engage in activities competing with Morphais.
10. Availability and Maintenance
10.1. Morphais commits to keeping the Platform and API available for the duration of any Additional Agreement. We strive to maintain 24/7 availability.
10.2. Our technical support is operational on weekdays, except for German national holidays, from 09:30 am to 6:00 pm CET.
10.3. Morphais handles the functionality and upkeep of both the Platform and API. During maintenance periods, availability may be interrupted. Typically, maintenance is scheduled outside of regular business hours.
10.4. Morphais reserves the right to modify the software powering the Platform or API. This includes changes, deletions, or additions to features or functionalities.
10.5. We may update the API or its documentation periodically to rectify issues or enhance features. If changes affect the technical interface, a minimum seven-day advance notice will be provided.
10.6. While we aim for error-free software, we can't guarantee its perfection. Please report any software issues immediately so we can work diligently to address them.
11. Third Parties
11.1. Morphais may engage third parties to fulfill some of its obligations if deemed necessary for proper service delivery.
12. Force Majeure
12.1. Morphais is not responsible for any damages arising from events of force majeure. Should force majeure persist for more than 60 days, the Additional Agreement may be terminated in writing. Under such circumstances, you will not be held liable for future payments specified in the Additional Agreement beyond the period of force majeure. Additionally, you will not have the right to claim any damages.
13. Intellectual Property
13.1. Morphais (or its licensors or suppliers) retains exclusive ownership of all current and future intellectual property rights, including but not limited to database rights, copyrights, trademarks, design rights, patents, source codes, and know-how. These rights apply to our software, services, and any products derived thereof. Licensed use does not constitute, nor should it be construed as, a transfer or assignment of these rights to you. Should any new intellectual property rights inadvertently arise from your use of the Platform or Services and vest in you, you are obliged to execute any documents necessary to unconditionally transfer such rights to us without charge upon our first request.
14. Confidentiality
14.1. You and Morphais agree to maintain the confidentiality of all Confidential Information unless disclosure is mandated by law or professional requirements. Confidential Information includes:
- Information explicitly designated as confidential.
- The contents of the Additional Agreement or information regarding its negotiation.
- Your personal data, unless this data is publicly accessible on our Platform.
15. Marketing and Publicity
15.1. By entering into this Agreement, you grant Morphais the non-exclusive right to use your name and logo on our website, social media platforms and other brand identifiers in marketing materials, for the sole purpose of indicating that you are a client of Morphais. If you wish to limit or revoke any of these consents, you must notify Morphais in writing. Upon such notification, Morphais shall take all reasonable steps to cease the use of your name, logo, and other brand identifiers in future marketing materials, but shall not be required to recall any materials already in circulation.
16. Liability
16.1. Unless explicitly agreed upon in writing between you and Morphais, data provided through the Platform or API is offered "as-is" and "as-available," without any warranties or representations.
16.2. Morphais is not liable for any loss of profits or income. The use of data retrieved from the Platform or API is solely your responsibility and at your own risk. Any business or investment decisions based on this data are entirely your responsibility.
16.3. You indemnify and hold Morphais harmless from all third-party claims, including but not limited to fines, costs, and damages, relating to your use of our Services. This extends to claims related to the personal data you have collected, stored, or processed via our Platform or API. We are not responsible for the content of said personal data, nor for any interpretations, reports, or conclusions you derive from our Platform data.
16.4. We are not responsible for damages resulting from the improper use of our Platform or API.
16.5. Morphais is not liable for data loss unless it is proven that the loss resulted from gross negligence on our part.
16.6. Our liability for any other forms of damage is capped at the lesser of (i) EUR 12,500 or (ii) the value of the Additional Agreement.
16.7. All claims against Morphais must be filed within 3 months after discovering a fault in our Services; otherwise, the claim will be null and void.
16.8. The limitations detailed in article 15.6 do not apply if the damage is a result of deliberate misconduct or gross negligence on our part.
17. General
17.1. These Terms will remain applicable for the duration that you hold an account with Morphais or are party to an Additional Agreement. They will also continue as long as necessary to complete any pending matters relating to your account or Additional Agreement, and thereafter if the nature of a specific term warrants ongoing application.
17.2. Morphais may periodically revise these Terms to accommodate new best practices, laws, or regulations. Upon notifying you of such revisions, the updated Terms will automatically replace the existing ones.
17.3. Should any clause within these Terms be deemed invalid or unenforceable, it will not impact the validity or enforceability of the remaining clauses. Such invalid or unenforceable clauses will be replaced with valid and enforceable clauses that most closely match the original intent.
17.4. Both parties forgo their rights to partially rescind or annul these Terms, or to invoke such rescission or annulment.
17.5. Morphais may assign or transfer its rights or obligations under these Terms or any Additional Agreement without your prior written consent.
17.6. You may not assign or transfer any of your rights or obligations under these Terms, our Services, or any Additional Agreement without Morphais' prior written consent.
17.7. These Terms are exclusively governed by the laws of Germany, and any disputes will fall under the exclusive jurisdiction of the court in Berlin, Germany.
SECTION 3 – SAAS Specific Terms
18. Platform Usage – Free and Premium Accounts
18.1. Individuals are welcome to register for an account on our website; automated bots are prohibited and will be deactivated upon discovery. We offer both free and premium account options.
18.2. You bear the responsibility for selecting appropriate identifiers such as your email address, and for creating a secure password.
18.3. Morphais is committed to securely storing your account information.
18.4. You are allowed to maintain only one personal account. Account sharing within or outside your organization is not permitted, and doing so may result in account suspension without prior notice.
18.5. You are accountable for all actions taken through your account once it has been accessed. If you lose access or suspect unauthorized usage, you should report the issue to us as promptly as possible.
18.6. Morphais reserves the right to temporarily suspend accounts if there is reasonable suspicion of unlawful activities, violations of these Terms, or actions that compromise the integrity of our data or Services. We also retain the right to take other reasonable actions as warranted by the situation.
18.7. Data scraping and excessive usage, either by individuals or bots, are not allowed. Accounts found in violation may be suspended.
18.8. We reserve the right to modify or limit the volume of data points or records available to users with free accounts, without prior notice.
18.9. For organizations maintaining multiple accounts, the same rules apply collectively. Additionally, the organization is responsible for ensuring that its employees comply with these Terms.
19. Data Access and Licensing Agreement
Free Account
19.1. Data accessible via the Platform is for your personal use. This can be for business advancement, investor search, or educational purposes. You are granted a limited, non-exclusive license to utilize our software and the data made available on the Platform.
Premium Account
19.2. With a premium account, you have the ability to export a designated number of data rows or records, as outlined in an Additional Agreement with us. The agreed-upon records are valid for the duration of your subscription, expiring automatically thereafter. Unused records during this period are not subject to compensation.
19.3. Exported data falls under the terms of this license, which is:
- Non-exclusive, as the same data is available to global clients;
- Account and person-specific;
- Restricted within your organization;
- Revocable six months after the termination of your premium account or Additional Agreement.
19.4. Under this license, you may, at your own risk:
- Export specified data rows or records;
- Technically adjust the data, barring personal information, without altering its essence;
- Publicize findings or conclusions based on this data, in compliance with legal regulations.
19.5. The license restricts you from:
- Using it for purposes outside of those detailed in Article 19.4;
- Releasing any raw datasets obtained;
- Offering sub-licenses of this data to third parties;
- Modifying or altering personal data, as defined by GDPR.
19.6. Data usage must be accompanied by the following acknowledgment: "This publication relies on data obtained from Morphais. The interpretations, conclusions, and any other usage of this data are the sole responsibility of [your company name]."
20. User Contributions
20.1. You may contribute data to our Platform under specific conditions.
20.2. Contributions grant Morphais a free, irrevocable, global, unrestricted, sub-licensable, and transferable license to the data. Morphais reserves the right, not the obligation, to use your contributions across our services.
20.3. Contributions must:
- Comply with applicable laws, particularly concerning personal data;
- Be factual, accurate, and non-deceptive;
- Avoid offensive or inappropriate content, as judged by us;
- Exclude malicious software and respect third-party rights.
20.4. You assume all liability for your contributions, indemnifying Morphais against third-party claims, costs, or damages arising from your contributions.
20.5. Contributions are assessed both by human analysts and AI tools. We reserve the right to modify or remove contributions without notice.
20.6. Contributions may be stored, altered, or deleted by us without the obligation to notify you or make them available post-account termination.
SECTION 4 – API-Specific Terms
21. API Usage Guidelines
21.1. To gain API access, an API Agreement must be established with us.
21.2. You are required to ensure that end-users of the API adhere to all relevant laws, these Terms, and the API documentation. Should any conflict arise between the API documentation and these Terms, the Terms shall prevail.
21.3. An agreed-upon maximum number of API calls per second is outlined in your API Agreement (API Limit). Should you wish to exceed this Limit, our written consent is necessary. Surpassing the Limit may result in temporary access restrictions.
21.4. Access to the API is granted via a unique API Key, issued upon entering into an API Agreement. Each API request must include this API Key.
21.5. The API may solely be used for integrating Morphais data into your internal systems.
21.6. Prohibited Actions
You are explicitly forbidden from:
- Sharing your API Key with third parties;
- Sub-licensing the API or providing it to external parties;
- Releasing any raw datasets obtained via the API;
- Altering or modifying personal data obtained through the API;
- Misusing the API in any way.
21.7. Violations of Article 21.6 may result in the immediate blocking of your API Key.
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